SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D/A
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(AMENDMENT NO. 15)(1)
AIR & WATER TECHNOLOGIES CORPORATION
(Name of Issuer)
CLASS A COMMON STOCK
$.001 PAR VALUE
009058108
(CUSIP Number)
Martha E. McGarry, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
(212) 735-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 4, 1998
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box |_|.
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
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1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP NO. 009058108 13D
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
COMPAGNIE GENERALE DES EAUX
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF THE GROUP
(a) |x|
(b) |_|
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) |-|
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
FRANCE
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(7) SOLE VOTING POWER
COMMON STOCK: 153,609,975
(SEE ITEM 5)
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NUMBER OF (8) SHARED VOTING POWER
SHARES NONE
BENEFICIALLY -----------------------------------------
OWNED BY (9) SOLE DISPOSITIVE POWER
EACH COMMON STOCK: 153,609,975
REPORTING (SEE ITEM 5)
PERSON WITH -----------------------------------------
(10) SHARED DISPOSITIVE POWER
NONE
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
COMMON STOCK: 153,609,975 (SEE ITEM 5)
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
83.0%
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(14) TYPE OF REPORTING PERSON
CO
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Compagnie Generale des Eaux ("CGE") hereby amends and
supplements the report on Schedule 13D, originally filed on May 23, 1990,
as amended (the "Schedule 13D"), with respect to its ownership of shares of
Class A Common Stock, par value $.001 per share (the "Class A Common
Stock"), of Air & Water Technologies Corporation, a Delaware corporation
("AWT"). Capitalized terms used herein but not otherwise defined shall have
the meanings assigned to them in the Schedule 13D.
The Schedule 13D is hereby amended as follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The response set forth in Item 3 of the Schedule 13D is hereby
amended and supplemented by adding the following information:
On March 4, 1998, CGE and its indirect wholly-owned subsidiary,
Anjou International Company ("Anjou"), exercised in full the
transferable subscription rights received in the rights offering by
AWT, each right allowing them to purchase one share of Class A Common
Stock at a cash subscription price of $1.75 per share, to purchase an
aggregate of 86,682,816 shares of Class A Common Stock at an
aggregate cash price of $151,694,928. The rights offering was
conducted pursuant to the terms of the Recapitalization Agreement,
dated as of September 24, 1997 and amended as of January 26, 1998,
among AWT, CGE and Anjou (the "Recapitalization Agreement"). On March
10, 1998, pursuant to the terms of the Recapitalization Agreement,
CGE also purchased an additional 19,031,470 shares of Class A Common
Stock available as a result of unexercised rights in the rights
offering at an aggregate cash price of approximately $33,305,073. On
March 5, 1998, AWT issued a press release reporting the completion of
the rights offering (the "March 5 Release"), a copy of which is
attached hereto as Exhibit 99.8 and is incorporated herein by
reference.
ITEM 4. PURPOSE OF TRANSACTION.
The response set forth in Item 4(a) of the Schedule 13D is
hereby amended and supplemented to by adding the following information:
The information contained in the March 5 Release, which is
attached hereto as Exhibit 99.8, is incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The response set forth in Items 5(a) and (b) of the Schedule
13D is hereby amended and supplemented by adding the following information:
Prior to its purchase of shares of Class A Common Stock in the
rights offering, CGE beneficially owned an aggregate of 47,895,689
shares of Class A Common Stock, including 6,702,500 shares owned
indirectly through Anjou, representing in the aggregate approximately
72.2% of the outstanding Class A Common Stock and voting power of
AWT. Following its purchase of shares of Class A Common Stock in the
rights offering, CGE beneficially owns an aggregate of 153,609,975
shares of Class A Common Stock, including 40,988,215 shares owned
indirectly through Anjou, representing in the aggregate approximately
83.0% of the outstanding Class A Common Stock and voting power of AWT.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Number Title
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99.8 Press release of AWT dated March 5, 1998
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
COMPAGNIE GENERALE DES EAUX
By: /s/ Guillaume Hannezo
Name: Guillaume Hannezo
Title: Chief Financial Officer
Date: March 13, 1998
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE NO.
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99.8 Press release of AWT dated March 5, 1998
EXHIBIT 99.8
CONTACT: ROBERT S. VOLLAND
AIR & WATER TECHNOLOGIES CORPORATION
(908) 685-4600
FOR IMMEDIATE RELEASE
AIR & WATER TECHNOLOGIES CORPORATION
REPORTS COMPLETION OF RIGHTS OFFERING
BRANCHBURG, NEW JERSEY, MARCH 5, 1998 - Air & Water Technologies
Corporation (AMEX: AWT) announced today the results of the rights offering
which expired Wednesday, March 4, 1998 at 5:00 PM EST. According to First
Chicago Trust Company of New York, the Subscription and Information Agent
for the rights offering, 99,840,632 rights were exercised to purchase AWT's
Class A Common Stock. Shareholders outside of Compagnie Generale des Eaux
exercised 13,157,816 rights. CGE's beneficial ownership will increase from
72.2% to 83% as CGE exercised 86,682,816 rights and is expected to purchase
an additional 19,031,470 shares of Class A Common Stock pursuant to an
agreement to subscribe for shares relating to rights which were unexercised
by public shareholders.
Thierry Mallet, President and CEO of AWT, commented that "Our shareholders
have expressed confidence in our strategy and management. We must now
return this vote of confidence by meeting their expectations".
The Company is expected to receive an aggregate of approximately $208
million in gross proceeds from the rights offering. To date, the Company
has used approximately $151.7 million of the gross proceeds received to
repay outstanding indebtedness. The Company will use approximately $33.3
million of the additional gross proceeds to be received from the rights
offering to repay existing indebtedness and will use the remaining
approximately $23 million of gross proceeds for general corporate purposes.
Approximately 3,949,187 three year transferrable warrants to purchase Class
A Common Stock at $2.50 per share will be included with the new shares
issued to shareholders outside of CGE. AWT is in discussion with the
American Stock Exchange to determine whether these warrants may be listed
on the exchange. However, no assurance can be given at this time that the
warrants will be approved for listing.
The expiration of the rights offering completes the final stage of the
recapitalization plan adopted by Air & Water Technologies Corporation in
September 1997. The recapitalization included (i) the exchange on January
28, 1998 by CGE of $60 million of the Company's Series A Preferred Stock
for 34,285,714 shares of Class A Common Stock, (ii) the amendment, as of
February 23, 1998, of the indenture governing the Company's 8% Convertible
Subordinated Debentures due 2015 to permit CGE to acquire beneficial
ownership of more than 75% of the voting power of AWT without triggering a
change of control under the indenture and (iii) the rights offering.
Through its subsidiaries Air & Water Technologies Corporation provides a
comprehensive range of services and technologies for the operation,
maintenance and management of water and wastewater systems; engineering
design and construction of water and wastewater facilities and the
remediation of contaminated soil.
